ESCO to Acquire Doble Engineering

ESCO Technologies Inc. has signed a definitive stock purchase agreement to acquire Doble Engineering Company for $319 million in cash, subject to closing working capital adjustments. Doble, headquartered in Watertown, Massachusetts, provides high-end, diagnostic test solutions for the electric utility industry.

The acquisition is being funded by a combination of ESCO's existing cash and borrowings under a new $400 million credit facility led by National City Bank. At closing, the Company's leverage ratio (total debt-to-trailing-12-month pro-forma EBITDA) is expected to be less than 3.3x. The transaction is expected to close in the quarter ending December 31, 2007, and is subject to Hart-Scott-Rodino Act clearance.

Doble's annual revenue has grown from approximately $46 million in 2001 to nearly $80 million for the trailing 12 months ended Sept. 30, 2007, with EBITDA growing from approximately $12 million to nearly $28 million in the same period. The acquisition is expected to be accretive to ESCO's earnings per share in fiscal 2008, excluding amortization of intangible assets.

Doble supplies diagnostic testing instruments for power delivery assets/apparatus and comprehensive engineering consulting services, which significantly enhance the value derived from using its test equipment. The combination of proprietary instrumentation products along with consulting services for analyzing and interpreting test data enables power system operators to make mission-critical decisions.

Over 90 percent of U.S. investor-owned utilities and a significant number of major power companies around the world use Doble's products and services, which are designed to work together as part of a diagnostic testing system to ensure optimal system performance, safety, and reliability.

Doble's instruments and services are designed for regular and frequent diagnostic testing of a wide range of electric generation, transmission and distribution assets along the "grid." Asset failures can be extremely expensive and operationally debilitating for utilities, their personnel and, most importantly, for their customers. Doble's testing and consulting services can assess asset condition, prevent costly and dangerous catastrophic failures, limit in-service failures, improve power apparatus life, optimize manpower usage, and improve asset management and maintenance programs.

Additionally, Doble has developed and maintains a proprietary knowledge base of over 25 million apparatus test results accumulated during the last 50 years. This "Knowledge Reservoir," coupled with its experience and in-depth understanding of the industry, has allowed Doble to improve electric utility operations throughout the world.

Doble will continue to be led by its existing and long-tenured management team, including Robert A. (Bob) Smith, who has been Doble's President and Chief Executive Officer since 2000. Doble will operate as a stand-alone subsidiary within ESCO's Communications segment.

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